EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the Agreement ) is made as of _____________, 1999,
by and between Policy Management Systems Corporation, a South Carolina
corporation ( Employer ), and MICHAEL W. RISLEY ( Employee ).
WHEREAS, Employer currently employs Employee as its Executive Vice President;
and
WHEREAS, Employer and Employee are desirous of continuing Employees
employment with Employer for the period, and on the terms and conditions, set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and obligations herein contained, the parties hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee, and Employee accepts
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such employment, according to the terms and conditions set forth in this
Agreement.
2. TERM.
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(i) The term of Employee's employment hereunder shall be for a period
commencing on November 10, 1998 and continuing through December 31, 2003 (the
Normal Term ); provided, however, that effective as of December 31, 1999, and
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as of each December 31 thereafter, the Normal Term shall be extended for an
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additional 12-month period unless, not later than six (6) months prior to such
December 31, either party hereto shall have given notice to the other that the
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Normal Term shall not be so extended. Notwithstanding the foregoing, Employee
s employment by Employer hereunder may be earlier terminated, subject to
Section 8 hereof. The period of time between the commencement and termination
of Employee's employment hereunder shall be referred to herein as the
Employment Period.
(ii) In the event of a Change in Control as defined in Section 8 of this
Agreement, the Normal Term shall be extended for an additional 12-month
period.
3. POSITION AND SERVICES.
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(i) Employee shall hold the position of Executive Vice President of
Employer, or such other position as may be determined by the Employer's
Board of Directors (the Board ). Employee shall have such duties,
responsibilities, and authority with respect to such position as are
consistent with the duties, responsibilities, and authority he has as of the
date of the execution of this Agreement or such other responsibilities,
duties, and authority as from time to time may be assigned to Employee by the
Board, including (but not limited to) serving on the Board, if elected.
(ii) Employee will be expected to be in the full-time employment of
Employer, and to devote all of his business time, attention, and efforts to
the performance of his duties hereunder. Notwithstanding the foregoing,
Employee may make and manage passive personal business investments of his
choice and serve in any capacity with any civic, educational, or charitable
organization, or any trade association, without seeking or obtaining approval
by the Board, provided such activities and service do not interfere or
conflict with the performance of his duties hereunder or violate the
provisions hereof.
4. BASE SALARY.
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(i) Employer shall pay to Employee an initial base salary at an annual
rate of $375,000.00, subject to applicable income and employment tax
withholdings and all other required and authorized payroll deductions and
withholdings. Employee's salary shall be payable in accordance with Employer
s payroll practices. Employee's annual base salary may be adjusted during the
Employment Period in accordance with Employer's then-current compensation
practices. During the Employment period, Employee's base salary rate shall not
be reduced below the initial base salary rate provided hereunder, nor below
any increased base salary rate that may be effected as provided hereunder.
(ii) In the event of a Change in Control as defined in Section 8 of this
Agreement, Employee's base salary, as in effect immediately prior to such
Change in Control, shall be increased to 150% of such base salary.
5. INCENTIVE PAY. In addition to Employee's base salary as provided
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above, Employee shall be eligible for an annual cash incentive bonus for each
calendar year during the Employment Period. Such bonus shall provide an
opportunity for Employee to earn additional annual compensation equal to not
less than forty percent (40%) of his base salary under a program of defined
goals, including personal and/or unit and/or group and/or corporate goals.
6. EMPLOYEE BENEFITS AND PERQUISITES. Employee shall be entitled to
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receive the same standard employment benefits as similarly situated executive
employees of Employer receive from time to time. Employee shall be entitled
to fully participate in all of Employer's future employee benefit programs for
executive employees generally, in accordance with their then-existing terms.
Nothing herein shall be interpreted as limiting Employer's right to amend or
terminate any employee benefit plan or program at any time in any manner as
applied to similarly situated executive employees of Employer generally.
Employee shall also be entitled to receive the same standard perquisites as
similarly situated executive employees of Employer receive from time to time,
including, without limitation, the use of an automobile selected by Employer.
7. WORKING FACILITIES. Employee shall be furnished an office, personal
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secretary, and other facilities and services suitable to his position and
adequate for the performance of his duties,
which shall be substantially similar to those available from time to time to
similarly situated executive employees of Employer.
8. TERMINATION. This Agreement does not grant Employee any right or
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entitlement to be retained by Employer, and shall not affect or prejudice
Employer's right to discharge Employee in accordance herewith. Employer may
terminate Employee's employment hereunder immediately for any reason. In the
event of termination of Employee's employment under the circumstances
described below in this Section 8, Employee shall be entitled to the severance
pay specified herein.
(A) TERMINATION BY EMPLOYER FOR CAUSE. In the event of termination of
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Employee's employment hereunder by Employer For Cause, Employee shall not be
entitled to any severance pay, except as otherwise provided in any applicable
benefits plans of Employer that cover Employee.
A termination of Employee's employment hereunder by Employer shall be deemed
to have occurred For Cause if, within a reasonable period after such
termination, a good faith finding shall be made by a majority of the Board
that such termination occurred as a result of any of the following: (A) any
act committed by Employee which shall represent a breach in any material
respect of any of the terms of this Agreement and which breach is not cured
within thirty (30) days of receipt by Employee of written notice from Employer
of such breach; (B) improper conduct, consisting of any willful act or
omission with the intent of obtaining, to the material detriment of Employer,
any benefit to which Employee would not otherwise be entitled; (C) improper
conduct consisting of sexual harassment or act of moral turpitude; (D) gross
negligence, consisting of wanton and reckless acts or omissions in the
performance of Employee's duties to the material detriment of Employer; (E)
bad faith in the performance of Employee's duties, consisting of willful acts
or omissions, to the material detriment of Employer, including excessive
unexcused absence from work; (F) use of illegal drugs or unauthorized use of
alcohol in the workplace or being under the influence of illegal drugs or
alcohol while at work; or (G) any conviction of, or plea of nolo contendere
to, a crime (other than a traffic violation) that constitutes a felony under
the laws of the United States or any political subdivision thereof. Employer
shall provide written notice to Employee, within a reasonable time period,
that the Board is convening for purposes of determining whether Employee's
termination of employment was For Cause and Employee (or his representative)
shall have the right to appear before the Board in connection with such
determination.
(B) TERMINATION BY EMPLOYER OTHER THAN FOR CAUSE. In the event of
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termination of Employee's employment hereunder by Employer prior to the end of
the Normal Term other than For Cause as described above, Employee shall be
entitled to severance payments in the form of continuation of Employee's base
salary, as in effect immediately prior to such termination, for the remainder
of the Normal Term. For
the remainder of the Normal Term Employee shall also receive an annual payment
equal to:
(i) the highest annual bonus paid to Employee with respect to his
performance during the two calendar years preceding his termination of
employment, if such termination is before a Change in Control; or
(ii) 150% of the highest annual bonus paid to Employee with respect to his
performance during the two calendar years preceding his termination of
employment, if such termination is after a Change in Control.
Such payment shall be made in equal monthly installments commencing the first
day of the first month following such termination.
(C) TERMINATION BY EMPLOYEE FOR GOOD REASON BEFORE OR AFTER A CHANGE IN
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CONTROL. In the event of termination of Employee's employment hereunder by
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Employee prior to the end of the Normal Term For Good Reason, Employee shall
be entitled to severance payments in the form of continuation of Employee's
base salary, as in effect immediately prior to such termination, for the
remainder of the Normal Term. For the remainder of the Normal Term Employee
shall also receive an annual payment equal to:
(i) the highest annual bonus paid to Employee with respect to his
performance during the two calendar years preceding his termination of
employment, if such termination is before a Change in Control; or
(ii) 150% of the highest annual bonus paid to Employee with respect to his
performance during the two calendar years preceding his termination of
employment, if such termination is after a Change in Control.
Such payment shall be made in equal monthly installments commencing the first
day of the first month following such termination.
The employment of Employee hereunder shall be deemed to have been terminated
For Good Reason upon termination of employment by Employee following a
constructive termination event, subject to the provisions of this subsection
(c).
For purposes hereof, the following shall constitute constructive termination
events if such events occur prior to a Change in Control (as hereinafter
defined): (1) any removal of Employee from the position of Executive
Vice President; (2) any substantive reduction of Employee's duties,
responsibilities, or authority; and (3) a material breach by Employer of any
of its obligations to provide Employee with the compensation and benefits
provided in Sections 4 through 7 hereof.
For purposes hereof, the following shall constitute constructive termination
events if such events occur upon or after a Change in Control: (1) any
reduction of Employee's salary; (2) failure to pay an annual bonus to Employee
for each calendar year that ends after a Change in Control in an amount
representing a percentage of Employee's salary at least as great as the
average of the respective percentages of Employee's salary represented by
Employee's bonuses for the three most recent calendar years before a Change in
Control (with any of such calendar years during which no bonus was paid to be
counted as 0% years); (3) a material reduction from pre-Change in Control
levels in Employee's employee benefits and perquisites (other than bonus plans
which are covered above), unless Employer provides a substitute benefit that
is at least as favorable on an after-tax basis; (4) a material reduction in
Employee's title, position, reporting relationship, responsibilities, or
authority; and (5) a relocation of Employee's office by more than thirty-five
(35) miles that increases Employee's travel distance from home.
An event described above as a constructive termination event shall be treated
as a constructive termination event hereunder following the expiration of
thirty (30) days from the date Employee has notified Employer of the
occurrence of such event and his intention to treat such event as a
constructive termination event and terminate his employment on the basis
thereof, provided that Employer has not cured the constructive termination
event before the expiration of such thirty (30) day period. Any notice given
by Employee under this paragraph shall be effective only if given to Employer
in writing within forty-five (45) days after the event in question.
A Change in Control shall be deemed to have taken place upon the occurrence
of one of the following events:
(1) any person (as such term is defined in Section 3 (a) (9) of the
Exchange Act and as used in Sections 13 (d) (3) and 14 (d) (2) of the Exchange
Act) is or becomes a beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 33 1/3 % or more of the combined voting power of the Company s
then outstanding securities eligible to vote for the election of the Board
(the Company Voting Securities ); provided, however, that the event described
in this paragraph shall not be deemed to be a Change in Control by virtue of
any of the following situations: (i) an acquisition by the Company or any of
its subsidiaries; (ii) an acquisition by any employee benefit plan or employee
stock plan sponsored or maintained by the Company or any of its subsidiaries
or any trustee or fiduciary with respect to such plan; or (iii) an acquisition
by any underwriter temporarily holding Company Voting Securities pursuant to
an offering of such securities;
(2) individuals who, as of the date hereof, constitute the Board (the
Incumbent Board ) cease for any reason to constitute at least a majority
thereof;
provided, however, that any person becoming a director subsequent to the date
hereof, whose election, or nomination for election, by the Company s
shareholders was approved by a vote of at least two-thirds of the directors
comprising the Incumbent Board who are then on the Board (either by a specific
vote or by approval of the proxy statement of the Company in which such person
is named as a nominee for director, without objection to such nomination)
shall be, for purposes of this paragraph (2), considered as though such person
were a member of the Incumbent Board, but excluding for this purpose any
individual elected or nominated as a director of the Company as a result of
any actual or threatened solicitation of proxies or consents by or on behalf
of any person other than the Board;
(3) the consummation of a merger, consolidation, share exchange or similar
form of corporate reorganization of the Company or any of its subsidiaries
that requires the approval of the Company's shareholders, whether for such
transaction or the issuance of securities in connection with the transaction
or otherwise (a Business Combination ), unless (i) immediately following such
Business Combination: (A) more than 50% of the total voting power of the
corporation resulting from such Business Combination (the Surviving
Corporation ) or, if applicable, the ultimate parent corporation which
directly or indirectly has beneficial ownership of 100% of the voting
securities eligible to elect directors of the Surviving Corporation (the
Parent Corporation ), is represented by Company Voting Securities that were
outstanding immediately prior to the Business Combination (or, if applicable,
shares into which such Company Voting Securities were converted pursuant to
such Business Combination), and such voting power among the holders thereof is
in substantially the same proportion as the voting power of such Company
Voting Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan or employee
stock plan sponsored or maintained by the Surviving Corporation or Parent
Corporation or any trustee or fiduciary with respect to any such plan) is or
becomes the beneficial owner, directly or indirectly, of 33 1/3% or more of
the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation), and (C) at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation), following the Business Combination,
were members of the Incumbent Board at the time of the Board's approval of the
execution of the initial agreement providing for such Business Combination or
(ii) the Business Combination is effected by means of the acquisition of
Company Voting Securities from the Company, and prior to such acquisition a
majority of the Incumbent Board approves a resolution providing expressly that
such Business Combination does not constitute a Change in Control under this
paragraph (3); or
(4) the shareholders of the Company approve a plan of complete liquidation
or dissolution of the Company or the sale or other disposition of all or
substantially all of the assets of the Company and its subsidiaries, other
than a sale or disposition of assets to a subsidiary of the Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any person acquires beneficial ownership of more than 33
1/3% of the Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which, by reducing the number of
Company Voting Securities outstanding, increases the percentage of shares
beneficially owned by such person; provided, that if a Change in Control would
occur as a result of such an acquisition by the Company (if not for the
operation of this sentence), and after the Company's acquisition such person
becomes the beneficial owner of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control shall then occur.
For purposes of this Section 8 only, the term subsidiary means a corporation
of which the Company owns directly or indirectly 50% or more of the voting
power.
(D) TERMINATION AT END OF NORMAL TERM. In the event that either party
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hereto exercises its right under Section 2 hereof to give notice of
non-renewal of this Agreement and Employee's employment terminates at the end
of the Normal Term, Employee shall not be entitled to any severance pay.
(E) OTHER TERMINATIONS. In the event of termination of Employee's
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employment hereunder for any reason other than those specified in subsections
(b) through (d) of this Section 8, Employee shall not be entitled to any
severance pay, except as otherwise provided in any applicable benefit plans of
Employer that cover Employee.
(F) ACCRUED RIGHTS. Notwithstanding the foregoing provisions of this
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Section 8, in the event of termination of Employee's employment hereunder for
any reason, Employee shall be entitled to payment of any unpaid portion of his
base salary, computed on a pro-rata basis through the effective date of
termination, and payment of any amounts due to him under the terms of any
incentive bonus, stock option, or employee benefit plan or program of
Employer.
(G) CONDITIONS TO SEVERANCE BENEFIT.
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(i) As conditions of Employee's continued entitlement to the severance
payments provided by this Section 8, Employee is required to honor in
accordance with their terms the provisions of Section 9, 10, 11, and 12
hereof. In the event that Employee fails to abide by the foregoing, all
payments to which Employee may otherwise have been entitled under this Section
8 shall
immediately terminate and be forfeited, and any portion of the base salary
continuation payments that may have been paid to Employee shall forthwith be
returned to Employer. The parties hereto agree that Employee is under no
affirmative obligation to seek to mitigate or offset the severance payments
provided by this Section 8.
(ii) For purposes only of this Section, Employee shall be treated as
having failed to honor the provisions of Sections 9, 10, 11, or 12 hereof only
upon the vote of a majority of the Board following notice of the alleged
failure by Employer to Employee, an opportunity for Employee to cure the
alleged failure within a period of thirty (30) days from the date of such
notice and an opportunity for Employee to be heard on the issue by the Board.
(H) POTENTIAL EXCISE TAXES. Should any payments made or benefits provided
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to Employee under this Agreement be subject to an excise tax pursuant to
Section 4999 of the Internal Revenue Code or any successor or similar
provision thereto, or comparable state or local tax laws, Employer shall pay
to Employee such additional compensation as is necessary (after taking into
account all federal, state, and local income taxes payable by Employee as a
result of the receipt of such compensation) to place Employee in the same
after-tax position he would have been in, had no such excise tax (or any
interest or penalties thereon) been paid or incurred. Employer shall pay such
additional compensation upon the earlier of: (i) the time at which Employer
withholds such excise tax from any payments to Employee; or (ii) thirty (30)
days after Employee notifies Employer that Employee has filed a tax return
which takes the position that such excise tax is due and payable in reliance
on a written opinion of Employee's tax advisor that it is more likely than not
that such excise tax is due and payable. If Employee makes any additional
payment with respect to any such excise tax as a result of an adjustment to
Employee's tax liability by any federal, state, or local authority, Employer
shall pay such additional compensation within thirty (30) days after Employee
notifies Employer of such payment.
9. CONFIDENTIALITY. Employee agrees that he will not at any time during
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the term hereof or thereafter for any reason, in any fashion, form, or manner,
either directly or indirectly, divulge, disclose, or communicate to any
person, firm, corporation, or other business entity, in any manner whatsoever,
any confidential information or trade secrets concerning the business of
Employer (including the business of any unit thereof), including, without
limiting the generality of the foregoing, the confidential information
described in Exhibit A, which is attached hereto and incorporated herein by
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reference. Employee hereby acknowledges and agrees that the prohibition
against disclosure of confidential information recited herein is in addition
to, and not in lieu of, any rights or remedies which Employer may have
available pursuant to the laws of any jurisdiction or at common law to prevent
the disclosure of confidential information or trade secrets, and the
enforcement by Employer of its rights and remedies pursuant to this Agreement
shall not be construed as a waiver of any other rights or available remedies
which it may possess in law or equity absent this Agreement.
10. PROPERTY OF EMPLOYER. Employee acknowledges that from time to time in
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the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain property, both tangible and intangible,
of Employer, and Employee hereby agrees that said property shall remain the
exclusive property of Employer, and Employee shall have no right or
proprietary interest in such property, whether tangible or intangible,
including, without limitation, Employer's customer and supplier lists,
contract forms, books of account, computer programs, and similar property.
11. NON-COMPETITION. Employee agrees that he shall not, during the
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Employment Period and for a period of two (2) years after the termination or
end thereof, directly or indirectly compete with Employer by engaging in the
activities set forth in Exhibit B, which is attached hereto and incorporated
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herein by reference (the Prohibited Activities ), within the geographic area
which is set forth on Exhibit C, which is attached hereto and incorporated
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herein by reference (the Restricted Area ). For purposes of this Section 11,
Employee recognizes and agrees that Employer conducts and will conduct
business in the entire Restricted Area and that Employee will perform his
duties for Employer within the entire Restricted Area. Employee shall be
deemed to be engaged in and carrying on said Prohibited Activities if he
engages in said activities in any capacity whatsoever, including, but not
limited to, by or through a partnership of which he is a general or limited
partner or an employee engaged in said activities, or by or through a
corporation or association of which he owns five percent (5%) or more of
the stock or of which he is an officer, director, employee, member,
representative, joint venturer, independent contractor, consultant, or agent
who is engaged in said activities. Employee agrees that during the two (2)
year period described above, he will notify Employer of the name and address
of each Employer with whom he has accepted employment during said period and
provide a description of his position and duties. Such notification shall be
made in writing within thirty (30) days after Employee accepts any such
employment.
12. NON-SOLICITATION OF EMPLOYEES. Employee agrees that he shall not,
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during the Employment Period and for a period of two years after the
termination thereof, for any reason, directly or indirectly induce or attempt
to induce any employee of Employer to terminate his or her employment.
Employee also will not, without prior written consent of Employer, offer
employment either on behalf of himself or on behalf of any other individual or
entity to any employee of Employer or to any terminated employee of Employer
during the Employment Period and for a period of two years after the
termination thereof for any reason.
13. BREACH OF RESTRICTIVE COVENANTS. The parties agree that a breach or
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violation of Sections 9, 10, 11, or 12 hereof will result in immediate and
irreparable injury and harm to Employer, who shall have, in addition to any
and all remedies of law and other consequences under this Agreement, the right
to an injunction, specific performance or other equitable relief to prevent
the violation of the obligations hereunder.
14. OPTION AGREEMENT AMENDMENTS.
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(i) Notwithstanding the provisions of Section 16 of this Agreement, the
provisions of any Stock Option/Non-Compete Agreements between the Employer and
Employee which pre-date this Agreement are amended by this Agreement as
follows:
(a) the definition of Change in Control in any Stock Option/Non-Compete
Agreement is deleted and the definition of Change in Control contained in
Section 8 of this Agreement is substituted; and
(b) the provisions in Section 3C Additional Compensation in any Stock
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Option/Non-Compete Agreement is deleted from such Stock Option/Non-Compete
Agreement.
(ii) In the event of a Change in Control as defined in Section 8, all
unexercised stock options previously granted to Employee shall vest and become
immediately exercisable in full and Employee shall be entitled to exercise any
such rights for the longest period that could be granted to Employee under the
terms of such plan.
15. NOTICES. Any notice required to be given pursuant to the provisions
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of this Agreement shall be in writing and delivered personally or sent by
registered or certified mail, return receipt requested, or by a nationally
recognized overnight courier service, postage or delivery prepaid, to the
party named at the address set forth below, or at such other address as each
party may hereafter designate in a written notice to the other party delivered
in accordance with the terms of this Section 15:
Employer: Policy Management Systems Corporation
One PMS Center
Blythewood, SC 29016
Attention: General Counsel
Employee: Michael W. Risley
4711 Melrose Park Court
Colleyville, TX 76034
Any such notices shall be deemed to have been delivered when served personally
or, in the case of Notices sent by registered or certified mail or courier,
upon signature acknowledging receipt thereof.
16. ENTIRE AGREEMENT.
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(A) CHANGE, MODIFICATION, WAIVER. No change or modification of this
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Agreement shall be valid unless it is in writing and signed by each of the
parties hereto. No waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by
the party against whom the waiver is sought to be enforced. The failure of a
party to
insist upon strict performance of any provision of this Agreement in any one
or more instances shall not be construed as a waiver or relinquishment of the
right to insist upon strict compliance with such provision in the future.
(B) INTEGRATION OF ALL AGREEMENTS. This Agreement constitutes the entire
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Agreement between the parties hereto with regard to the subject matter hereof,
and there are no agreements, understandings, specific restrictions,
warranties, or representations relating to said subject matter between the
parties other than those set forth herein or herein provided for.
(C) SEVERABILITY OF PROVISIONS. In the event that any one or more of the
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provisions of this Agreement or any word, phrase, clause, sentence, or other
portion thereof (including without limitation the geographical and temporal
restrictions contained herein) shall be deemed to be illegal or unenforceable
for any reason, such provision or portion thereof shall be modified or deleted
in such a manner so as to make this Agreement as modified legal and
enforceable to the fullest extent permitted under applicable laws.
17. ASSIGNMENT. The rights, duties, and obligations under this Agreement
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may not be assigned by either party, except that if there is a Change in
Control as defined in Section 8, Employer may assign its rights and
obligations hereunder to the person, corporation, partnership, or other entity
which has gained such control. In addition, this Agreement shall be
assignable by Employer to any entity acquiring all or substantially all of the
assets of Employer. The provisions of this Agreement shall be binding on any
such assignee.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
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accordance with the laws of the state of South Carolina.
19. MISCELLANEOUS.
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(A) FORM. As employed in this Agreement, the singular form shall include,
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if appropriate, the plural.
(B) HEADINGS. The headings employed in this Agreement are solely for the
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convenience and reference of the parties and are not intended to be
descriptive of the entire contents of any paragraph and shall not limit or
otherwise affect any of terms, provisions, or construction thereof.
20. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, each of which shall take effect as an original and all of which
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shall evidence one and the same Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
EMPLOYER:
POLICY MANAGEMENT SYSTEMS CORPORATION
BY: STEPHEN G. MORRISON, GENERAL COUNSEL
EMPLOYEE:
MICHAEL W. RISLEY
EXHIBIT A
CONFIDENTIAL INFORMATION
1. All software/systems (including all present, planned, and future
software), whether licensed or unlicensed, developed by or on behalf of, or
otherwise acquired by Policy Management Systems Corporation or any of its
subsidiaries.
"All software/system" shall mean:
all code in whatever form
all data pertaining to the architecture and design of such software systems
all documentation in whatever form
all flowcharts
any reproduction or recreation in whole or in part of any of the above in
whatever form.
2. All business plans and strategies including:
strategic plans
product plans
marketing plans
financial plans
operating plans
resource plans
all research and development plans including all data produced by such
efforts.
3. Internal policies, procedures, methods, and approaches which are unique
to Policy Management Systems Corporation and are non-public.
4. Any information relating to the employment, job responsibility,
performance, salary, and compensation of any present or future officer or
employee of Policy Management Systems Corporation.
EXHIBIT B
Acting in any capacity, either individually or with any corporation,
partnership, or other entity, directly or indirectly, in providing, or
proposing to provide, data processing software systems, related automation
support services and information services to the insurance industry,
including, but not limited to, application software, processing, consulting,
and related services, in the performance of any of the following types of
duties in any part of the insurance industry:
1. The performance of the sales and marketing functions.
2. The responsibility for sales revenue generation.
3. The responsibility for customer satisfaction.
4. The responsibility for research and development of insurance database
products.
5. The responsibility for the research and development of information
data processing systems and services.
6. The providing of input to pricing of products.
7. The planning and management of data processing services resources.
8. The coordination of the efforts of the various aspects of computer
systems services organizations with other functions.
9. The planning and management of information services resources.
10. The providing and management of an operations staff to support the
above listed activities.
EXHIBIT C
RESTRICTED AREA
Fifty mile radius of the city limits of the following cities:
Toronto, Canada Birmingham, Alabama
Columbus, Ohio Minneapolis, Minnesota
Cincinnati, Ohio San Diego, California
Chicago, Illinois Melbourne, Australia
Dallas/Fort Worth, Texas Indianapolis, Indiana
Los Angeles, California St. Paul, Minnesota
Boston, Massachusetts Denver, Colorado
Philadelphia, Pennsylvania Mobile, Alabama
Hartford, Connecticut Seattle, Washington
San Francisco, California Bloomington, Illinois
New York City, New York Des Moines, Iowa
Columbia, South Carolina San Juan, Puerto Rico
Sydney, Australia El Paso, Texas
Honolulu, Hawaii Detroit, Michigan
Jacksonville, Florida Phoenix, Arizona
Milwaukee, Wisconsin San Antonio, Texas
Montreal, Canada Baltimore, Maryland
Kansas City, Missouri San Jose, California
Stanford, Connecticut Memphis, Tennessee
EXHIBIT C CONTINUED
Oklahoma City, Oklahoma Washington, D.C.
Atlanta, Georgia New Orleans, Louisiana
Houston, Texas London, England
Miami, Florida Paris, France
Princeton, New Jersey St. Louis, Missouri
Cleveland, Ohio Nashville, Tennessee